<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<CAPTION>
<S> <C>
Date of report (Date of earliest event reported) December 7, 1998 (November 24, 1998)
------------------------------------
</TABLE>
RENTAL SERVICE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-21237 33-0569350
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona 85254
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(602) 905-3300
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS
On November 24, 1998, Rental Service Corporation amended its Second
Amended and Restated Credit Agreement (the "Bank Facility"), which included a
$500.0 million revolving line of credit (the "Revolver") and a $100.0 million
term loan. The Bank Facility was amended to, among other things, (i) increase
the availability under the Revolver to $650.0 million; (ii) increase the
interest rate margins by 0.50%; (iii) increase the allowed levels of capital
expenditures and investments to $335.0 million in 1998, $325.0 million in each
of 1999 and 2000, $400.0 million in 2001, $525.0 million in 2002, $625.0 million
in 2003 and $725.0 million in 2004 (plus amounts reinvested from asset sales);
(iv) adjust certain financial and other covenants, including the minimum
interest coverage and maximum total debt to EBITDA ratios; (v) increase the
allowed level of acquisitions to $300.0 million plus the net cash proceeds from
any equity or permitted subordinated debt offerings completed during the term of
the Bank Facility; (vi) increase the commitment fee to 0.50% of the unused
commitment, with reductions available based on the achievement of specified
total debt to EBITDA ratios; and (vii) extend the maturity date of the Revolver
to November 24, 2003. A copy of the amendment is attached as an exhibit to this
Current Report on Form 8-K, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit Number DESCRIPTION
-------------- -----------------------------------------------
<S> <C>
10.1 Fourth Amendment to Second Amended and Restated
Credit Agreement, dated as of November 24, 1998.
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENTAL SERVICE CORPORATION
----------------------------
(Registrant)
Date: December 7, 1998 By: /s/ Robert M. Wilson
----------------------------
Robert M. Wilson
Executive Vice President
and Chief Financial
Officer
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER Description
--------------- ----------------------------------------------
<S> <C>
10.1 Fourth Amendment to Second Amended and Restated
Credit Agreement, dated as of November 24, 1998.
</TABLE>
4
<PAGE>
$$/NOFOLIO
EXHIBIT 10.1
FOURTH AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Fourth Amendment") dated as of November 24, 1998 relates to that certain
----------------
Second Amended and Restated Credit Agreement dated as of December 2, 1997 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among RSC Alabama, Inc., RSC Center, Inc. (formerly known
- -----------------
as The Air & Pump Company), RSC Duval Inc., RSC Industrial Corporation, RSC
Rents, Inc. and Walker Jones Equipment, Inc. (collectively, the "Borrowers"),
---------
RSC Acquisition Corp., RSC Holdings, Inc. and Rental Service Corporation
(collectively, the "Parent Guarantors"), each financial institution identified
-----------------
on Annex I thereto (together with its successors and permitted assigns pursuant
to Section 12.8 thereof, a "Lender"), Bankers Trust Company, as Issuing Bank,
------
and BT Commercial Corporation ("BTCC") acting as agent for the Lenders and the
----
Issuing Bank (in such capacity, together with any successor agent appointed
pursuant to Section 11.8 thereof, the "Agent").
-----
1. DEFINITIONS. Capitalized terms used and not otherwise defined
-----------
herein have the meanings assigned to them in the Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Upon the "Amendment
----------------------------------
Effective Date" (as defined in Section 5 below), the Credit Agreement is hereby
amended as follows:
2.1 AMENDMENTS TO SECTION 1.1. Section 1.1 of the Credit
-------------------------
Agreement is hereby amended as follows:
(a) the definitions of "Applicable Eurodollar Rate Margin"
and "Applicable Prime Rate Margin" are deleted in their entirety and
the definitions of "Applicable Eurodollar Rate Margin, Applicable
Prime Rate Margin and Applicable Unused Line Fee Rate," as set forth
on Exhibit I attached hereto and made a part hereof, are substituted
---------
in lieu thereof.
(b) the definition of "Credit Documents" is amended to add
"the Intercreditor Agreement," immediately following the reference
therein to "the Letters of Credit,".
(c) the definition of "Credit Party" is amended to add "the
agent under the RSC Canada Credit Facility," immediately following the
reference therein to "the Agent,".
<PAGE>
(d) the following definition of "Fourth Amendment" is added
to Section 1.1 of the Credit Agreement in proper alphabetical order:
Fourth Amendment means the Fourth Amendment dated as of
----------------
November 24, 1998 to Second Amended and Restated Credit Agreement
dated as of December 2, 1997, among the Borrowers, the Parent
Guarantors, the Agent and the Lenders.
(e) the following definition of "Fourth Amendment Effective
Date" is added to Section 1.1 of the Credit Agreement in proper
alphabetical order:
Fourth Amendment Effective Date means the "Amendment
-------------------------------
Effective Date" under (and as defined in) the Fourth Amendment.
(f) the following definition of "Intercreditor Agreement" is
added to Section 1.1 of the Credit Agreement in proper alphabetical
order:
Intercreditor Agreement is defined in Section 8.7(m).
----------------------- --------------
(g) the definition of "Permitted Subordinated Indebtedness"
is amended and restated in its entirety to read as follows:
Permitted Subordinated Indebtedness means (i) the Senior
-----------------------------------
Subordinated Notes issued by RSC and the unsecured guarantee(s)
thereof by certain of the other Credit Parties, in each case on
the terms set forth in the Senior Subordinated Note Indenture and
(ii) unsecured subordinated Indebtedness in a principal amount
not to exceed $200,000,000 and unsecured guarantees thereof which
are (A) permitted by the Senior Subordinated Note Indenture and
(B)(I) pari passu with the Senior Subordinated Notes and the
guarantees thereof and incurred on terms and conditions
substantially similar to the Senior Subordinated Notes and the
guarantees thereof or on terms more favorable to the Credit
Parties, the Agent, the Issuing Bank and the Lenders or (II)
incurred on terms and conditions approved in writing by the
Agent, the Majority Revolving Credit Lenders and the Majority
Term Loan Lenders.
(h) the definition of "Revolving Credit Commitment" is
amended to delete in its entirety the reference therein to
"$500,000,000" and to substitute in lieu thereof "$700,000,000 or such
lesser amount (not less than $600,000,000) as is in effect on the
Fourth Amendment Effective Date (as set forth in a written notice from
the Agent delivered to the Lenders on or before the Fourth Amendment
Effective Date)".
-2-
<PAGE>
(i) the definition of "Revolving Credit Expiration Date" is
amended to delete in its entirety the reference therein to "Effective
Date" and to substitute in lieu thereof "Fourth Amendment Effective
Date".
(j) the following definition of "RSC Subsidiary
Consolidation" is added to Section 1.1 of the Credit Agreement in
proper alphabetical order:
RSC Subsidiary Consolidation means (i) the formation of
----------------------------
RSC USA and (ii) the substantially simultaneous mergers of (A)
each of the RSC Acquisition Borrowers with and into RSC
Acquisition, with RSC Acquisition being the surviving
corporation, (B) each of the RSC Holdings Borrowers with and into
RSC Holdings, with RSC Holdings being the surviving corporation,
and (C) RSC Acquisition and RSC Holdings with and into RSC USA,
with RSC USA being the surviving corporation.
(k) the following definition of "RSC USA" is added to
Section 1.1 of the Credit Agreement in proper alphabetical order:
RSC USA means Rental Service Corporation USA, Inc., a
-------
wholly owned Subsidiary of RSC.
(l) the definition of "Total Indebtedness Ratio" is amended
to delete in its entirety the reference to "and the Applicable Prime
Rate Margin," therein and to substitute in lieu thereof ", the
Applicable Prime Rate Margin and the Applicable Unused Line Fee
Rate,".
2.2 AMENDMENT TO SECTION 4.1(b). Section 4.1(b) of the Credit
---------------------------
Agreement is hereby amended to delete in its entirety the reference therein
to "1.00%" and to substitute in lieu thereof "2.25%".
2.3 AMENDMENT TO SECTION 4.2(c). Section 4.2(c) of the Credit
---------------------------
Agreement is hereby amended to delete in its entirety the reference therein
to "2.50%" and to substitute in lieu thereof "3.75%".
2.4 AMENDMENT TO SECTION 4.4. Section 4.4 of the Credit
------------------------
Agreement is hereby amended to delete in its entirety the phrase "accruing
at the rate of 0.25% per annum on" and to substitute in lieu thereof
---------
"accruing at a per annum rate equal to the Applicable Unused Line Fee Rate
--- -----
multiplied by".
-------------
2.5 AMENDMENT TO SECTION 4.5(a). Section 4.5(a) of the Credit
---------------------------
Agreement is hereby amended to delete in its entirety the reference to
"3.75%" therein and to substitute in lieu thereof "4.25%".
-3-
<PAGE>
2.6 AMENDMENTS TO SECTION 4.6. Section 4.6 of the Credit
-------------------------
Agreement is hereby amended as follows:
(a) to delete in its entirety each reference to "2.25%" in
subsection (a) thereof and to substitute in lieu thereof "2.75%";
(b) to delete in its entirety the reference to "3.75%" in
subsection (a) thereof and to substitute in lieu thereof "4.25%";
(c) to delete in its entirety each reference to "3.00%" in
subsection (b) thereof and to substitute in lieu thereof "4.25%"; and
(d) to delete in its entirety the reference to "4.50%" in
subsection (b) thereof and to substitute in lieu thereof "5.75%".
2.7 AMENDMENTS TO SECTION 4.11(b). Section 4.11(b) of the
-----------------------------
Credit Agreement is hereby amended to delete in their entirety clauses
"third" through "eighth" of clause (iii) thereof and to substitute in lieu
------ ------
thereof the following:
third, to the payment of any Fees, expenses or indemnification
-----
Obligations due and payable to the Lenders under any of the Credit
Documents or under any Interest Rate Agreement to which any Lender is
a party, ratably, based on the outstanding balances of such Fees,
expenses and indemnification Obligations; fourth, to the payment of
------
interest due on the Loans and interest due under any Interest Rate
Agreements to which any Lender is a party, ratably, based on the
outstanding balances of such interest; fifth, to the payment of
-----
principal due on the Revolving Loans, ratably, in accordance with the
Revolving Credit Lenders' respective Revolving Credit Proportionate
Shares; sixth, to the payment of principal due on the Term Loans,
-----
ratably, in accordance with the Term Loan Lenders' respective Term
Loan Proportionate Shares; seventh, to the payment of all Obligations
-------
due and payable under Interest Rate Agreements to which any Lender is
a party (other than those described under clauses third and fourth
----- ------
above), ratably, based on the outstanding balances of such Obligations
eighth, to the payment of all other Obligations due and payable to the
------
Lenders, ratably, based on the outstanding balances of such
Obligations; and ninth, to the payment of all other Obligations owing
-----
to any Holder, ratably, based on the outstanding balances of such
Obligations.
2.8 AMENDMENT TO SECTION 6.9. Section 6.9 of the Credit
------------------------
Agreement is hereby amended to delete in its entirety each reference
therein to "March 31, 1998" and to substitute in lieu thereof "September
30, 1998".
-4-
<PAGE>
2.9 NEW SECTION 6.26. The following is hereby added as Section
----------------
6.26 of the Credit Agreement:
6.26 Year 2000 Compliance. The Credit Parties have
--------------------
received confirmation from all of their current systems' vendors that
each of their systems will properly handle the "Year 2000 Problem"
-----------------
(that is, the risk that computer applications used by the Credit
Parties and their Subsidiaries (or their respective customers,
suppliers and vendors) may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to, and any
date after, December 31, 1999). The Credit Parties believe that the
Year 2000 Problem will not result in a Material Adverse Effect.
2.10 AMENDMENT TO SECTION 7.1(a). Section 7.1(a) of the Credit
---------------------------
Agreement is hereby amended to delete in its entirety the reference to "and
the Applicable Prime Rate Margin," therein and to substitute in lieu
thereof ", the Applicable Prime Rate Margin and the Applicable Unused Line
Fee Rate,".
2.11 AMENDMENT TO SECTION 7.1(d)(iii). Section 7.1(d)(iii) of
--------------------------------
the Credit Agreement is hereby amended to delete in its entirety the
reference therein to "a narrative discussion of the Credit Parties' and
their Subsidiaries' consolidated financial condition and results of
operations for such calendar month and Fiscal Year to date and".
2.12 NEW SECTION 7.21. The following is hereby added as Section
----------------
7.21 of the Credit Agreement:
7.21 Year 2000 Compliance. The Credit Parties shall
--------------------
promptly notify the Agent in the event any Credit Party discovers or
determines that any computer application (including those of its and
its Subsidiaries' customers, suppliers and vendors) that is material
to the business and operations of the Credit Parties and their
Subsidiaries, taken as a whole, will not, as of January 1, 1999, be
able to perform date-sensitive functions for all dates before and
after January 1, 2000.
2.13 AMENDMENT TO SECTION 8.2. Section 8.2 of the Credit
------------------------
Agreement is hereby amended to delete in its entirety the table of Minimum
Interest Coverage Ratios set forth therein and to substitute in lieu
thereof the table set forth on Exhibit II attached hereto and made a part
----------
hereof.
2.14 AMENDMENT TO SECTION 8.3. Section 8.3 of the Credit
------------------------
Agreement is hereby amended to delete in its entirety the table of Maximum
Total Indebtedness Ratios set forth therein and to substitute in lieu
thereof the table set forth on Exhibit III attached hereto and made a part
-----------
hereof.
-5-
<PAGE>
2.15 AMENDMENT TO SECTION 8.4. Section 8.4 of the Credit
------------------------
Agreement is hereby amended to delete in its entirety the table of Minimum
EBITDA levels set forth therein and to substitute in lieu thereof the table
set forth on Exhibit IV attached hereto and made a part hereof.
----------
2.16 AMENDMENTS TO SECTION 8.5. Section 8.5 of the Credit
-------------------------
Agreement is hereby amended as follows:
(a) to amend and restate in its entirety subsection (a)
thereof to read as follows:
(a) Advances or loans not to exceed $2,750,000
outstanding at any time to any Person and $3,000,000 in the
aggregate at any time outstanding;
(b) to amend and restate in its entirety the table of
Maximum Expenditure Amounts in subsection (f) thereof to read as
follows:
<TABLE>
<CAPTION>
FISCAL YEAR MAXIMUM AMOUNT
==============================
<S> <C>
1998 $335,000,000
1999 $325,000,000
2000 $325,000,000
2001 $400,000,000
2002 $525,000,000
2003 $625,000,000
2004 $725,000,000
===============================
</TABLE>
(c) to delete in its entirety the reference in clause (iv)
of subsection (g) thereof to "the Revolving Credit Expiration Date"
and to substitute in lieu thereof "December 31, 1998"; and
(d) to amend and restate in its entirety clause (v) of
subsection (g) thereof to read as follows:
(v) make Acquisitions during the period from January
1, 1999 until the Term Loan Maturity Date, in an aggregate amount
in excess of the sum of (A) $300,000,000 (excluding consideration
consisting of the common stock of RSC), plus (B) net cash
----
proceeds received by RSC
-6-
<PAGE>
immediately and directly from the issuance of common stock of RSC
during such period or from the issuance of Permitted Subordinated
Indebtedness during such period; and
2.17 AMENDMENT TO SECTION 8.6(d). Section 8.6(d) of the Credit
---------------------------
Agreement is hereby to delete in its entirety the reference therein to
"$15,000,000 in the aggregate outstanding at any one time" and to
substitute in lieu thereof "in the aggregate at any time outstanding (x)
$25,000,000 for Fiscal Years 1999, 2000 and 2001 and (y) $40,000,000 for
any Fiscal Year thereafter".
2.18 AMENDMENTS TO SECTION 8.7. Section 8.7 of the Credit
-------------------------
Agreement is hereby amended as follows:
(a) to delete in its entirety the word "and" at end of
clauses (j) and (k) thereof;
(b) to delete in its entirety the period (".") at the end
of clause (l) thereof and to substitute in lieu thereof "; and"; and
(c) to insert the following as new clause (m) thereof:
(m) Liens on the assets of the Credit Parties securing
Indebtedness permitted by Section 8.6(i) securing the Credit
--------------
Parties' Contingent Obligations under the RSC Canada Credit
Facility permitted by Section 8.8(iv), provided that (i) all such
--------------- --------
Liens (except for Liens on the capital stock of RSC Canada), and
rights and remedies of the parties to the RSC Canada Credit
Facility with respect to the assets subject to such Liens, shall
be subordinate and junior to the Liens, rights and remedies of
the Agent and the other Holders with respect to such assets on
the terms and conditions set forth in an intercreditor agreement
between the Agent and the agent under the RSC Canada Credit
Facility, the terms and conditions of which have been approved by
the Agent, the Majority Revolving Credit Lenders and the Majority
Term Loan Lenders (the "Intercreditor Agreement") and (ii) the
Agent, the Issuing Bank and the Lenders shall have received a
legal opinion from counsel to the Credit Parties that the
execution, delivery and performance of the documents pursuant to
which such Liens are granted do not violate the terms of any
Permitted Subordinated Indebtedness.
2.19 AMENDMENT TO SECTION 8.8. Section 8.8 of the Credit
------------------------
Agreement is hereby amended to amend and restate clause (iv) thereof to
read as follows: "(iv) a guaranty by each of the Credit Parties with
respect to RSC Canada's obligations under the RSC Canada Credit Facility
(to the extent permitted by Section 8.6(i)), provided, that the
--------------- --------
-7-
<PAGE>
Agent, the Issuing Bank and the Lenders shall have received a legal opinion
from counsel to the Credit Parties that the execution, delivery and
performance of the documents evidencing such Contingent Obligations do not
violate the terms of any Permitted Subordinated Indebtedness".
2.20 AMENDMENTS TO SECTION 8.9(vI)(D). Section 8.9(vi)(D) of
--------------------------------
the Credit Agreement is hereby amended to delete in its entirety the phrase
"and (II) $10,000,000 in the aggregate for any Fiscal Year thereafter"
therein and to substitute in lieu thereof ", (II) $25,000,000 in the
aggregate for each of Fiscal Years 1999 and 2000, (III) $40,000,000 in the
aggregate for each of Fiscal Years 2001 and 2002 and (IV) $60,000,000 in
the aggregate for any Fiscal Year thereafter".
2.21 AMENDMENTS TO SECTION 8.10(a). Section 8.10(a) of the
-----------------------------
Credit Agreement is hereby amended as follows:
(a) to delete in its entirety the reference in clause (i)
thereof to "$1,500,000" and to substitute in lieu thereof
"$5,000,000"; and
(b) to delete in its entirety the reference in clause (iii)
thereof to "$25,000,000 in any Fiscal Year" and to substitute in lieu
thereof "(v) $25,000,000 for Fiscal Year 1998, (w) $35,000,000 for
Fiscal Year 1999, (x) $50,000,000 for Fiscal Years 2000 and 2001, (y)
$60,000,000 for Fiscal Years 2002 and 2003 and (z) $70,000,000 for any
Fiscal Year thereafter".
2.22 AMENDMENT TO SECTION 8.11. Section 8.11 of the Credit
-------------------------
Agreement is hereby amended to amend and restate subsection (a) thereof to
read as follows:
(a) the Credit Parties may consummate the RSC Subsidiary Consolidation
if (i) RSC USA assumes in writing the Obligations of the other parties
to the mergers which are part of the RSC Subsidiary Consolidation,
(ii) the Agent, for the benefit of the Holders, shall remain perfected
in all Collateral which becomes property of RSC USA as a result of the
consummation of the RSC Subsidiary Consolidation and all actions
required to be taken pursuant to the Collateral Documents shall have
been taken, (iii) all material contractual and governmental consents
necessary to consummate the RSC Subsidiary Consolidation shall have
been obtained and (iv) such other conditions as the Agent may
reasonably request shall have been satisfied, and
2.23 AMENDMENT TO SECTION 8.14. Section 8.14 of the Credit
-------------------------
Agreement is hereby amended to delete in their entirety clauses (ii) and
(iii) thereof and to substitute in lieu thereof the following: "(ii)
$25,000,000 in Fiscal Year 1998, (iii)
-8-
<PAGE>
$50,000,000 in each of Fiscal Years 1999 and 2000, (iv) $75,000,000 in each
of Fiscal Years 2001 and 2002 and (v) $90,000,000 in each Fiscal Year
thereafter."
2.24 AMENDMENTS TO SECTION 8.20. Section 8.20 of the Credit
--------------------------
Agreement is hereby amended as follows:
(a) to insert "RSC USA and" immediately before the first
reference to "RSC Canada" in clause (a) thereof;
(b) to insert the parenthetical phrase "(and, after the
consummation of the RSC Subsidiary Consolidation, RSC USA)"
immediately following the reference to "Borrowers" in clause (b)
thereof;
(c) to delete in its entirety each reference to "the
applicable Parent Guarantor or Borrower" in clauses (i), (iii) and
(iv) thereof and to substitute in lieu thereof "the applicable Credit
Party";
(d) to insert "or RSC USA" immediately following the phrase
"if such Subsidiary is a Subsidiary or any Borrower" in clause (ii)
therein; and
(e) to delete in its entirety the reference to "Each of the
Borrowers and Parent Guarantors" therein and to substitute in lieu
thereof "Each of the Credit Parties".
2.25 AMENDMENT TO SECTION 11.9(a). Section 11.9(a) of the
---------------------------
Credit Agreement is hereby amended to add "and the Intercreditor Agreement"
immediately following the reference in the first sentence thereof to "the
Credit Documents".
2.26 AMENDMENT TO ANNEX I. Annex I to the Credit Agreement
--------------------
(List of Lenders and Commitment Amounts) is hereby deleted in its entirety
and new Annex I, attached hereto as Exhibit V, is substituted in lieu
---------
thereof.
2.27 AMENDMENT TO EXHIBIT H. Exhibit H to the Credit Agreement
----------------------
(Projections) is hereby deleted in its entirety and new Exhibit H, attached
hereto as Exhibit VI, is substituted in lieu thereof.
----------
2.28 AMENDMENT TO EXHIBIT Q. Exhibit Q to the Credit Agreement
----------------------
(Form of Compliance Certificate) is hereby deleted in its entirety and new
Exhibit Q, attached hereto as Exhibit VII, is substituted in lieu thereof.
-----------
3. AGREEMENT TO AMEND AND RESTATE CREDIT AGREEMENT. As soon as
-----------------------------------------------
practicable after the later of the Amendment Effective Date and the consummation
of the RSC Subsidiary Consolidation, each of the Agent, the Lenders and RSC, for
itself and on behalf of
-9-
<PAGE>
RSC USA, agree to enter into a Third Amended and Restated Credit Agreement
giving effect to each amendment to the Credit Agreement and the RSC Subsidiary
Consolidation, together with any amendments and/or amendments and restatements
of the Credit Documents necessary to give effect to the RSC Subsidiary
Consolidation.
4. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
------------------------------
represents and warrants to each Lender, the Issuing Bank and the Agent that, as
of the Amendment Effective Date:
(a) Each of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct on and
as of such dates, as if then made, other than representations and
warranties that relate solely to an earlier date;
(b) No Default or Event of Default shall have occurred and is
continuing;
(c) No change, occurrence, event or development or event involving a
prospective change that is reasonably likely to have a Material Adverse
Effect shall have occurred and be continuing; and
(d) No Change of Control has occurred.
5. AMENDMENT EFFECTIVE DATE. This Fourth Amendment shall become
------------------------
effective as of the date on or before December 18, 1998 (the "Amendment
---------
Effective Date") when each of the following conditions shall have been
- --------------
satisfied:
(a) the Agent shall have received each of the following documents, in
each case in form and substance reasonably satisfactory to the Agent:
(i) counterparts hereof executed by each Borrower, each Parent
Guarantor, the Agent and each Revolving Credit Lender and Term Loan
Lender identified on Annex I to the Credit Agreement (after giving
effect to this Fourth Amendment);
(ii) (A) new and/or replacement Revolving Credit Notes, executed
by the applicable Borrower and in substantially the form of Exhibit I
---------
and (B) to the extent necessary in connection with any assignments of
the Revolving Credit Commitments in effect prior to the Fourth
Amendment Effective Date, Assignment and Assumption Agreements
relating to such assignments;
(iii) a certificate of the Secretary or Assistant Secretary of
each Credit Party certifying (A) the resolutions of the Board of
Directors of such Credit Party authorizing the execution, delivery and
performance of this Fourth Amendment
-10-
<PAGE>
and any Credit Documents executed and/or delivered in connection
herewith, (B) the names, incumbency and signatures of the officers of
such Credit Party authorized to execute, deliver and perform the
Credit Documents (including any officers which may be executing Credit
Documents in connection with an Acquisition) and (C) the accuracy and
completeness of the Governing Documents delivered to the Agent and the
Lenders prior to the Amendment Effective Date, attaching thereto any
and all amendments and modifications of such Governing Documents not
previously delivered to such parties;
(iv) a certificate of the chief executive officer or a Financial
Officer of each Credit Party executed and delivered on behalf of such
Credit Party certifying that all conditions precedent to the
effectiveness of this Fourth Amendment (other than conditions within
the control of the Agent and the Lenders) have been met (or,
concurrently with the Amendment Effective Date, will be met), all
representations and warranties made in this Fourth Amendment are true
and correct and (after giving effect to this Fourth Amendment) no
Default or Event of Default has occurred and is continuing;
(v) a Solvency Certificate for the Credit Parties, on a combined
basis, executed by a Financial Officer of each Credit Party, giving
effect to this Fourth Amendment;
(vi) an opinion of Latham & Watkins, special counsel to the
Credit Parties, (A) with respect to the execution, delivery,
performance and enforceability of this Fourth Amendment, (B) that the
increase in the Revolving Credit Commitments effected pursuant to this
Fourth Amendment, when funded, and the guarantees thereof will
constitute "Senior Indebtedness" and "Guarantor Senior Indebtedness"
under (and in each case defined in) the Senior Subordinated Note
Indenture, (C) that the execution, delivery and performance of the
Credit Agreement, as amended by this Fourth Amendment, do not violate
the Senior Subordinated Note Indenture and (D) such other matters as
the Agent may reasonably request; and
(vii) such additional documentation as the Agent may reasonably
request.
(b) No law, regulation, order, judgment or decree of any Governmental
Authority shall, and the Agent shall not have received any notice that
litigation is pending or threatened which is likely to, enjoin, prohibit or
restrain the transactions contemplated by this Fourth Amendment, except for
such laws, regulations, orders or decrees, or pending or threatened
litigation that in the aggregate could not reasonably be expected to result
in a Material Adverse Effect.
-11-
<PAGE>
(c) All Fees, all fees payable under the letter agreement dated
October 14, 1998 (as amended), and all Expenses as to which the Credit
Parties have received an invoice, in each case which are payable on or
before the Amendment Effective Date shall have been paid.
6. RSC CANADA CREDIT FACILITY DELIVERIES. Promptly upon the
-------------------------------------
execution and delivery of any guaranty or security agreement by any Credit Party
with respect to the RSC Canada Credit Facility, the Credit Parties shall deliver
to the Agent, or shall cause to be delivered to the Agent, copies thereof.
7. MISCELLANEOUS. This Fourth Amendment is a Credit Document. The
-------------
headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof. Except to the extent specifically amended
or modified hereby for the periods specified herein, the provisions of the
Credit Agreement shall not be amended, modified, impaired or otherwise affected
hereby and the Credit Agreement and all of the Obligations are hereby confirmed
in full force and effect. The execution, delivery and effectiveness of this
Fourth Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Agent, any Lender or the Issuing
Bank under any of the Credit Documents, nor constitute a waiver of any provision
of any of the Credit Documents.
8. COUNTERPARTS. This Fourth Amendment may be executed in any
------------
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
9. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF
-------------
THIS FOURTH AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
FOURTH AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL
BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS
OTHER THAN THOSE CONTAINED IN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401)
AND DECISIONS OF THE STATE OF NEW YORK.
-12-
<PAGE>
IN WITNESS WHEREOF, the Agent, the Lenders, the Borrowers and the
Parent Guarantors have caused this Fourth Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above
written.
BORROWERS: RSC ALABAMA, INC.
- ---------
RSC CENTER, INC.
RSC DUVAL INC.
RSC INDUSTRIAL CORPORATION
RSC RENTS, INC.
WALKER JONES EQUIPMENT, INC.
By: /s/ Robert M. Wilson
--------------------------------------------
Name: Robert M. Wilson
------------------------------------------
Title: Secretary
-----------------------------------------
(for each of the above listed Borrowers)
PARENT GUARANTORS: RSC ACQUISITION CORP.
- -----------------
RSC HOLDINGS, INC.
RENTAL SERVICE CORPORATION
By:/s/ Robert M. Wilson
---------------------------------------------
Name: Robert M. Wilson
------------------------------------------
Title: Secretary
-----------------------------------------
(for each of the above listed Parent
Guarantors)
AGENT: BT COMMERCIAL CORPORATION,
- -----
as Agent and as a Revolving Credit Lender
By: /s/ Albert Sun
--------------------------------------------
Name: Albert Sun
------------------------------------------
Title: Principal
-----------------------------------------
-S-1-
<PAGE>
TERM LOAN LENDERS: ARES LEVERAGED INVESTMENT
- -----------------
FUND L.P.
By: Ares Management, L.P.
Its general partner
By: Ares Operating Member LLC,
Its general partner
By: /s/ David A. Sachs
--------------------------------------------
Name: David A. Sachs
------------------------------------------
Title: Vice President
-----------------------------------------
BANKERS TRUST COMPANY
By: /s/ Annemarie Reilly-Papazoglou
---------------------------------------------
Name: Annemarie Reilly-Papazoglou
-------------------------------------------
Title: Vice President
------------------------------------------
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC., as Attorney-in-Fact and on
behalf of First All American Financial Life
Insurance Company
By: /s/ Philip C. Robbins
---------------------------------------------
Name: Philip C. Robbins
-------------------------------------------
Title: Principal
------------------------------------------
CYPRESSTREE INVESTMENT PARTNERS I,
LIMITED
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Philip C. Robbins
---------------------------------------------
Name: Philip C. Robbins
-------------------------------------------
Title: Principal
------------------------------------------
-S-2-
<PAGE>
FIRST DOMINION FUNDING I
By: /s/ Andrew H. Marshak
---------------------------------------------
Name: Andrew H. Marshak
-------------------------------------------
Title: Authorized Signatory
------------------------------------------
KZH ING-2 LLC
By: /s/ Virginia Conway
---------------------------------------------
Name: Virginia Conway
-------------------------------------------
Title: Authorized Agent
------------------------------------------
PAM CAPITAL FUNDING LP
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ James Dondero
---------------------------------------------
Name: Dondero, CFA, CPA
-------------------------------------------
Title: President
------------------------------------------
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ James Dondero
---------------------------------------------
Name: James Dondero, CFA, CPA
-------------------------------------------
Title: President
------------------------------------------
PARIBAS CAPITAL FUNDING LLC
By: /s/ Jeffrey J. Youle
---------------------------------------------
Name: Jeffrey J. Youle
-------------------------------------------
Title: Director
------------------------------------------
-S-3-
<PAGE>
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By: /s/ Justin L. Driscoll
---------------------------------------------
Name: Justin L. Driscoll
-------------------------------------------
Title: Senior Vice President
------------------------------------------
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.,
as General Partner
By: /s/ Mark L. Gold
---------------------------------------------
Name: Mark L. Gold
-------------------------------------------
Title: Managing Director
------------------------------------------
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ Justin L. Driscoll
---------------------------------------------
Name: Justin L. Driscoll
-------------------------------------------
Title: Senior Vice President
------------------------------------------
TORONTO DOMINION (TEXAS), INC.
By: /s/ David G. Parker
---------------------------------------------
Name: David G. Parker
-------------------------------------------
Title: Vice President
------------------------------------------
REVOLVING CREDIT LENDERS: BANKBOSTON, N.A.
- ------------------------
By: /s/ Robert Brandow
---------------------------------------------
Name: Robert Brandow
-------------------------------------------
Title: Director
------------------------------------------
-S-4-
<PAGE>
THE BANK OF NOVA SCOTIA
By: /s/ John A. Quick
---------------------------------------------
Name: John A. Quick
-------------------------------------------
Title: Senior Relationship Manager
------------------------------------------
BANK ONE, ARIZONA, NA
By: /s/ Steve Reinhart
---------------------------------------------
Name: Steven Reinhart
-------------------------------------------
Title: Vice President
------------------------------------------
PARIBAS
By: /s/ Marc A. Preiser
---------------------------------------------
Name: Marc A. Preiser
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
By: /s/ John W. Kopcha
---------------------------------------------
Name: John W. Kopcha
--------------------------------------------
Title: Vice President
-------------------------------------------
BAY VIEW BANK
By: /s/ Bruce English
---------------------------------------------
Name: Bruce English
-------------------------------------------
Title: Vice President
------------------------------------------
BAY VIEW FINANCIAL CORPORATION
By: /s/ Sharon Shani
---------------------------------------------
Name: Sharon Shani
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
-S-5-
<PAGE>
BNY FINANCIAL CORPORATION
By: /s/ John Searock
---------------------------------------------
Name: John Searock
-------------------------------------------
Title: Vice President
------------------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ William Shiao
---------------------------------------------
Name: William Shiao
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
COMERICA BANK
By: /s/ Eoin P. Collins
---------------------------------------------
Name: Eoin P. Collins
-------------------------------------------
Title: Account Officer
------------------------------------------
CONGRESS FINANCIAL CORPORATION
(WESTERN)
By: /s/ Kelly Wu
---------------------------------------------
Name: Kelly Wu
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ David Lynch
---------------------------------------------
Name: David Lynch
-------------------------------------------
Title: Regional Manager
------------------------------------------
FIRST UNION NATIONAL BANK
By: /s/ Michele A. Walcoff
---------------------------------------------
Name: Michele A. Walcoff
-------------------------------------------
Title: Vice President
------------------------------------------
-S-6-
<PAGE>
FLEET CAPITAL CORPORATION
By: /s/ Lawrence J. Ausburn
---------------------------------------------
Name: Lawrence J. Ausburn
-------------------------------------------
Title: Senior Vice President
------------------------------------------
IBJ SCHRODER BUSINESS CREDIT
CORPORATION
By: /s/ John Butera
---------------------------------------------
Name: John Butera
-------------------------------------------
Title: Vice President
------------------------------------------
ISRAEL DISCOUNT BANK
By: /s/ Howard Weinberg
---------------------------------------------
Name: Howard Weinberg
-------------------------------------------
Title: First Vice President
------------------------------------------
By: /s/ R. David Korngruen
---------------------------------------------
Name: R. David Korngruen
-------------------------------------------
Title: Vice President
------------------------------------------
KEY CORPORATE CAPITAL INC.
By: /s/ J. Eric Stropkay
---------------------------------------------
Name: J. Eric Stropkay
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
LASALLE NATIONAL BANK, N.A.
By: /s/ Christopher G. Clifford
---------------------------------------------
Name: Christopher G. Clifford
-------------------------------------------
Title: Senior Vice President
------------------------------------------
-S-7-
<PAGE>
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: _____________________________________________
Name:____________________________________________
Title: __________________________________________
MELLON BANK, N.A.
By: /s/ Norman R. Smith
---------------------------------------------
Name: Norman R. Smith
-------------------------------------------
Title: Vice President
------------------------------------------
NATIONAL BANK OF CANADA
By: /s/ R. A. McKerroll
---------------------------------------------
Name: R. A. McKerroll
-------------------------------------------
Title: Vice President
------------------------------------------
By: /s/ John Curry
---------------------------------------------
Name: John Curry
-------------------------------------------
Title: Vice President
------------------------------------------
NATIONSBANK, N.A.
By: /s/ E. James Beckemeier
---------------------------------------------
Name: E. James Beckemeier
-------------------------------------------
Title: Vice President
------------------------------------------
SANWA BANK CALIFORNIA
By: /s/ Dirk A. Price
---------------------------------------------
Name: Dirk A. Price
-------------------------------------------
Title: Vice President
------------------------------------------
-S-8-
<PAGE>
SUMITOMO BANK OF CALIFORNIA
By: _____________________________________________
Name:____________________________________________
Title: __________________________________________
SUMMIT COMMERCIAL/GIBRALTAR CORP.
(formerly known as Gibraltar Corporation of
America)
By: /s/ Harvey Friedman
---------------------------------------------
Name: Harvey Friedman
-------------------------------------------
Title: Executive Vice President
------------------------------------------
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Alan Young
---------------------------------------------
Name: Alan Young
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kelly Condon
---------------------------------------------
Name: Kelly Condon
-------------------------------------------
Title: Vice President
------------------------------------------
[SIGNATURE PAGES OF NEW REVOLVING CREDIT LENDERS FOLLOW]
-S-9-
<PAGE>
AMSOUTH BANK
By: /s/ Joseph B. Huston
---------------------------------------------
Name: Joseph B. Huston
-------------------------------------------
Title: Attorney in Fact
------------------------------------------
THE CHASE MANHATTAN BANK
By: /s/ Jeffrey S. Ackerman
---------------------------------------------
Name: Jeffrey S. Ackerman
-------------------------------------------
Title: Vice President
------------------------------------------
CREDIT LYONNAIS LOS ANGELES BRANCH
By: /s/ Dianne M. Scott
---------------------------------------------
Name: Dianne M. Scott
-------------------------------------------
Title: First Vice President and Manager
------------------------------------------
DIME COMMERCIAL CORP.
By: /s/ Kevin Madigan
---------------------------------------------
Name: Kevin Madigan
-------------------------------------------
Title: Vice President
------------------------------------------
FINOVA CAPITAL CORPORATION
By: /s/ Thomas Gibbons
---------------------------------------------
Name: Thomas Gibbons
-------------------------------------------
Title: Vice President
------------------------------------------
FREMONT INVESTMENT & LOAN
By: /s/ Cheri Buckingham
---------------------------------------------
Name: Cheri Buckingham
-------------------------------------------
Title: Vice President
------------------------------------------
-S-10-
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
By: ./s/ Robert Anchundia
---------------------------------------------
Name: Robert Anchundia
-------------------------------------------
Title: Assistant Vice President
------------------------------------------
THE PROVIDENT BANK
By: /s/ Peter B. York
---------------------------------------------
Name: Peter B. York
-------------------------------------------
Title: Vice President
------------------------------------------
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ Robert L. Heintz
---------------------------------------------
Name: Robert L. Heintz
-------------------------------------------
Title: Senior Vice President
------------------------------------------
-S-11-
<PAGE>
EXHIBIT I
TO
FOURTH AMENDMENT
New Definitions of Applicable Eurodollar Rate Margin,
Applicable Prime Rate Margin and Applicable Unused Line Fee Rate
----------------------------------------------------------------
Applicable Eurodollar Rate Margin, Applicable Prime Rate Margin and
--------------------------------- ----------------------------
Applicable Unused Line Fee Rate mean, from and after the Fourth Amendment
- -------------------------------
Effective Date, a per annum rate equal to 2.25%, 0.75% and 0.50%, respectively;
--- -----
provided that, if the Total Indebtedness Ratio for the applicable period ending
- --------
on the then most recent Quarterly Determination Date (as shown on the quarterly
Compliance Certificate delivered pursuant to Section 7.1(c)) is within the
--------------
ranges set out below and no Default or Event of Default exists as of such
Quarterly Determination Date, the Applicable Eurodollar Rate Margin, the
Applicable Prime Rate Margin and the Applicable Unused Line Fee Rate shall be
the respective per annum rates set out opposite the applicable range indicated
--- -----
below:
<TABLE>
<CAPTION>
TOTAL APPLICABLE APPLICABLE APPLICABLE
INDEBTEDNESS EURODOLLAR PRIME RATE UNUSED LINE
RATIO RATE MARGIN MARGIN FEE RATE
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Less than or equal
to 3.00:1 and
greater than 2.50:1 2.00% 0.50% 0.375%
- ---------------------------------------------------------------------
Less than or equal
to 2.50:1 and
greater than 2.25:1 1.75% 0.25% 0.375%
- ---------------------------------------------------------------------
Less than or equal
to 2.25:1 and
greater than 1.75:1 1.50% -0- 0.30%
- ---------------------------------------------------------------------
Less than or equal
to 1.75:1 1.25% (0.25%) 0.25%
- ---------------------------------------------------------------------
</TABLE>
In the event of the delivery of a Compliance Certificate showing an increase or
decrease in the Total Indebtedness Ratio which requires a change in the
Applicable Eurodollar Rate Margin, the Applicable Prime Rate Margin and the
Applicable Unused Line Fee Rate, such changes shall be effective from the first
day of the calendar month immediately following receipt of the Compliance
Certificate (provided that the Compliance Certificate is received by the Agent
--------
no later than 3:00 P.M. New York City time at least one (1) Business Day prior
to the first day of
-I-1-
<PAGE>
such calendar month) until the next such date on which the Applicable Eurodollar
Rate Margin, the Applicable Prime Rate Margin and the Applicable Unused Line Fee
Rate are subject to change following the delivery of (or failure to deliver) a
Compliance Certificate showing an increase or decrease in the Total Indebtedness
Ratio which requires such changes. The failure to deliver any Compliance
Certificate by the date required under this Credit Agreement (after giving
effect to any applicable grace period) shall automatically cause the Applicable
Eurodollar Rate Margin, the Applicable Prime Rate Margin and the Applicable
Unused Line Fee Rate to be the maximum per annum rates for the applicable period
--- -----
described above, effective as of the first day of the calendar month immediately
following the date on which the delivery of the Compliance Certificate was
otherwise required.
-I-2-
<PAGE>
EXHIBIT II
TO
FOURTH AMENDMENT
New Table of Minimum Interest Coverage Ratios
---------------------------------------------
<TABLE>
<CAPTION>
QUARTERLY DETERMINATION DATE MINIMUM RATIO
===============================================
<S> <C>
December 31, 1998 2.0x
March 31, 1999 2.0x
June 30, 1999 2.0x
September 30, 1999 2.0x
December 31, 1999 2.0x
March 31, 2000 2.0x
June 30, 2000 2.0x
September 30, 2000 2.0x
December 31, 2000 2.0x
March 31, 2001 2.0x
June 30, 2001 2.0x
September 30, 2001 2.0x
December 31, 2001 2.0x
March 31, 2002 2.0x
June 30, 2002 2.0x
September 30, 2002 2.0x
December 31, 2002 2.0x
March 31, 2003 2.0x
June 30, 2003 2.0x
September 30, 2003 2.0x
December 31, 2003 2.0x
March 31, 2004 2.0x
June 30, 2004 2.0x
September 30, 2004 2.0x
December 31, 2004 2.0x
============================================
</TABLE>
-II-1-
<PAGE>
EXHIBIT III
TO
FOURTH AMENDMENT
New Table of Maximum Total Indebtedness Ratios
----------------------------------------------
<TABLE>
<CAPTION>
QUARTERLY DETERMINATION DATE MAXIMUM RATIO
===============================================
<S> <C>
December 31, 1998 4.3x
March 31, 1999 4.1x
June 30, 1999 4.0x
September 30, 1999 4.0x
December 31, 1999 4.0x
March 31, 2000 4.0x
June 30, 2000 3.9x
September 30, 2000 3.8x
December 31, 2000 3.8x
March 31, 2001 3.7x
June 30, 2001 3.7x
September 30, 2001 3.6x
December 31, 2001 3.6x
March 31, 2002 3.5x
June 30, 2002 3.5x
September 30, 2002 3.4x
December 31, 2002 3.4x
March 31, 2003 3.3x
June 30, 2003 3.3x
September 30, 2003 3.2x
December 31, 2003 3.2x
March 31, 2004 3.1x
June 30, 2004 3.1x
September 30, 2004 3.0x
December 31, 2004 3.0x
===============================================
</TABLE>
-III-1-
<PAGE>
EXHIBIT IV
TO
FOURTH AMENDMENT
New Table of Minimum EBITDA Levels
----------------------------------
<TABLE>
<CAPTION>
QUARTERLY DETERMINATION DATE MINIMUM AMOUNT
================================================
<S> <C>
December 31, 1998 $160,000,000
March 31, 1999 $180,000,000
June 30, 1999 $210,000,000
September 30, 1999 $220,000,000
December 31, 1999 $240,000,000
March 31, 2000 $250,000,000
June 30, 2000 $260,000,000
September 30, 2000 $280,000,000
December 31, 2000 $300,000,000
March 31, 2001 $320,000,000
June 30, 2001 $340,000,000
September 30, 2001 $350,000,000
December 31, 2001 $370,000,000
March 31, 2002 $390,000,000
June 30, 2002 $410,000,000
September 30, 2002 $420,000,000
December 31, 2002 $440,000,000
March 31, 2003 $460,000,000
June 30, 2003 $480,000,000
September 30, 2003 $500,000,000
December 31, 2003 $520,000,000
March 31, 2004 $540,000,000
June 30, 2004 $560,000,000
September 30, 2004 $580,000,000
December 31, 2004 $600,000,000
================================================
</TABLE>
-IV-1-
<PAGE>
EXHIBIT V
TO
FOURTH AMENDMENT
New Annex I (List of Lenders and Commitment Amounts)
----------------------------------------------------
Attached.
<PAGE>
ANNEX I
-------
LENDERS AND COMMITMENT AMOUNTS
AS OF NOVEMBER 24, 1998
REVOLVING CREDIT LENDERS
- ------------------------
Name and Address of Lender Commitment
- -------------------------- ----------
AmSouth Bank $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
c/o AmSouth Capital Corporation
350 Park Avenue, 19th Floor
New York, New York 10022
Attention: Frank Marsicano
Telecopier No: 212-935-7548
BankBoston, N.A. $ 15,000,000.00
Domestic and Eurodollar Lending Offices:
100 Federal Street
Boston, MA 02106
Attention: Robert Brandow
Telecopier No: 617-434-2309
The Bank of Nova Scotia $ 12,600,000.00
Domestic and Eurodollar Lending Offices:
580 California Street, Suite 2100
San Francisco, CA 94111
Attention: John Quick
Telecopier No: 415-397-0791
Bank One, Arizona, NA $ 32,000,000.00
Domestic and Eurodollar Lending Offices:
201 North Central Avenue, 21st Floor
Phoenix, AZ 85004
Attention: Steven Reinhart
Telecopier No: 602-221-1259
<PAGE>
Bay View Bank and Bay View Financial Corporation $ 12,000,000.00
Domestic and Eurodollar Lending Offices:
16130 Ventura Boulevard, Suite 300
Encino, California 91436
Attention: Sharon Shani
Telecopier No: (818) 905-3938
BNY Financial Corporation $ 24,000,000.00
Domestic and Eurodollar Lending Offices:
4201 Wilshire Blvd., Suite 450
Los Angeles, CA 90010
Attention: John Searock
Telecopier No: 213-933-4220
BT Commercial Corporation $ 30,000,000.00
Domestic and Eurodollar Lending Offices:
14 Wall Street, 3rd Floor
New York, NY 10005
Attention: Bharathi Baliga
Telecopier No: 212-618-2428
The Chase Manhattan Bank $ 18,000,000.00
Domestic and Eurodollar Lending Offices:
600 5th Avenue, Fourth Floor
New York, New York 10020
Attention: Jeffrey Ackerman
Telecopier No: 212-332-4297
The CIT Group/Business Credit, Inc. $ 26,500,000.00
Domestic and Eurodollar Lending Offices:
300 South Grand Avenue, 3rd Floor
Los Angeles CA 90071
Attention: William Shiao
Telecopier No: 213-613-2588
I-2
<PAGE>
Comerica Bank $ 16,000,000.00
Domestic and Eurodollar Lending Offices:
3980 Howard Hughes Parkway, Suite 350
Las Vegas, Nevada 89109
Attention: Eoin Collins
Telecopier No: 702-791-4802
Congress Financial Corporation (Western) $ 20,000,000.00
Domestic and Eurodollar Lending Offices:
225 South Lake Avenue, Suite 1000
Pasadena, CA 91101
Attention: Kelly Wu
Telecopier No: 626-304-4949
Credit Lyonnais Los Angeles Branch $ 14,000,000.00
Domestic and Eurodollar Lending Offices:
515 South Flower Street, 22nd Floor
Los Angeles, California 90071
Attention: Michael Jackson
Telecopier No: 213-623-3437
Deutsche Financial Services Corporation $ 30,000,000.00
Domestic and Eurodollar Lending Offices:
1633 Des Peres Road, Suite 305
St. Louis, MO 63131
Attention: David Mintert
Telecopier No: 314-909-0307
Dime Commercial Corp. $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
1180 Avenue of the Americas
New York, New York 10036
Attention: Kevin Madigan
Telecopier No: 212-382-8349
I-3
<PAGE>
FINOVA Capital Corporation $ 18,000,000.00
Domestic and Eurodollar Lending Offices:
355 South Grand Avenue, Suite 2400
Los Angeles, California 90071
Attention: Jason Ito
Telecopier No: 213-625-8147
First Union National Bank $ 20,500,000.00
Domestic and Eurodollar Lending Offices:
1339 Chestnut Street, F.C. 1-8-4-4
Philadelphia, PA 19107-3579
Attention: Michele Walcoff
Telecopier No: 215-973-2633
Fleet Capital Corporation $ 28,000,000.00
Domestic and Eurodollar Lending Offices:
15260 Ventura Blvd., Suite 400
Sherman Oaks, CA 91403
Attention: Richard Kritsch
Telecopier No: 818-382-4291
Fremont Investment & Loan $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
2020 Santa Monica Boulevard, Suite 500
Santa Monica, California 90404
Attention: Cheri Buckingham
Telecopier No: 310-264-7401
IBJ Schroder Business Credit Corporation $ 20,000,000.00
Domestic and Eurodollar Lending Offices:
One State Street
New York, NY 10004
Attention: John Butera
Telecopier No: 212-858-2151
I-4
<PAGE>
Israel Disount Bank $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
511 5th Avenue, 6th Floor
New York, New York 10017
Attention: Barry Vecker
Telecopier No: (212) 551-8755
Key Corporate Capital Inc. $ 20,000,000.00
Domestic and Eurodollar Lending Offices:
127 Public Square, 6th Floor
Mail Code OH-01-27-0600
Cleveland, Ohio 44114-1306
Attention: Eric Stropkay
Telecopier No: 216-689-4077
LaSalle National Bank, N.A. $ 29,400,000.00
Domestic and Eurodollar Lending Offices:
135 South LaSalle Street, Suite 425
Chicago, Illinois 60606
Attention: Christopher Clifford
Telecopier No: 312-904-6450
Mellon Bank, N.A. $ 17,500,000.00
Domestic and Eurodollar Lending Offices:
1735 Market Street, 6th Floor
Philadelphia, PA 19101-7899
Attention: Norman Smith
Telecopier No: 215-553-0201
National Bank of Canada $ 23,000,000.00
Domestic and Eurodollar Lending Offices:
725 S. Figueroa Street, Suite 1690
Los Angeles, CA 90017-5416
Attention: Evelyn Pimentel
Telecopier No: 213-629-3810
I-5
<PAGE>
NationsBank of Texas, N.A. $ 30,000,000.00
Domestic and Eurodollar Lending Offices:
901 Main Street, 6th Floor
Dallas, Texas 75283
Attention: E. James Beckemeier
Telecopier No: 214-508-3501
Paribas $ 17,000,000.00
Domestic and Eurodollar Lending Offices:
2029 Century Park East, Suite 3900
Los Angeles, CA 90067
Attention: John Kopcha
Telecopier No: 310-556-8759
PNC Bank, National Association $ 18,000,000.00
Domestic and Eurodollar Lending Offices:
Two Tower Center Boulevard
East Brunswick, New Jersey 08816
Attention: Robert Anchundia
Telecopier No: 732-220-4393
The Provident Bank $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
One East Fourth Street
Mail Stop 249A
Cincinnati, Ohio 45202
Attention: Peter York
Telecopier No: 513-579-2858
Sanwa Bank California $ 25,000,000.00
Domestic and Eurodollar Lending Offices:
601 South Figueroa Street, W8-12
Los Angeles, California 90017
Attention: Dirk Price
Telecopier No: 213-896-7282
I-6
<PAGE>
Summit Commercial/Gibraltar Corp. (formerly
known as Gibraltar Corporation of America) $ 18,500,000.00
Domestic and Eurodollar Lending Offices:
546 Fifth Avenue, 20th Floor
New York, NY 10036
Attention: Harvey Friedman
Telecopier No: 212-398-6990
Transamerica Business Credit Corporation $ 22,000,000.00
Domestic and Eurodollar Lending Offices:
8750 Bryn Mawr Avenue, Suite 720
Chicago, Illinois 60631
Attention: David Sheetz
Telecopier No: 773-380-6179
Union Bank of California, N.A. $ 20,000,000.00
Domestic and Eurodollar Lending Offices:
445 South Figueroa Street
15th Floor, Mail Code G15-300
Los Angeles, California 90071-1602
Attention: Alan Young
Telecopier No: 213-236-6088
U.S. Bank National Association
(formerly known as Colorado National Bank) $ 23,000,000,00
Domestic and Eurodollar Lending Offices:
918 17th Street
Denver, Colorado 80202
Attention: Kelly Condon
Telecopier No: 303-585-4242
Total Commitments: $650,000,000.00
===============
I-7
<PAGE>
TERM LOAN LENDERS
- -----------------
Name and Address of Lender Commitment
- -------------------------- ----------
Ares Leveraged Investment Fund L.P. $ 15,000,000.00
Domestic and Eurodollar Lending Offices:
1999 Avenue of the Stars, Suite 1900
Los Angeles, California 90067
Attention: Michelle Hsu
Telecopier No: 310-201-4170
Bankers Trust Company $ 15,000,000.00
Domestic and Eurodollar Lending Offices:
130 Liberty Street, 14th Floor
New York, New York 10006
Attention: Annemarie Reilly
Telecopier No: (212) 250-5256
Crescent/Mach I Partners, L.P. $ 5,000,000.00
Domestic and Eurodollar Lending Offices:
200 Park Avenue
Suite 2200
New York, NY 10166
Attention: Justin L. Driscoll
Telecopier No: 212-771-4159
CypressTree Investment Management Company, Inc. $ 1,000,000.00
Domestic and Eurodollar Lending Offices:
c/o CypressTree Investment Management Company, Inc.
125 High Street, 14th Floor
Boston, Massachusetts 02110
Attention: Philip C. Robins
Telecopier No: 617-946-5681
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CypressTree Investment Partners I Limited $ 4,000,000.00
Domestic and Eurodollar Lending Offices:
c/o CypressTree Investment Management Company, Inc.
125 High Street, 14th Floor
Boston, Massachusetts 02110
Attention: Philip C. Robins
Telecopier No: 617-946-5681
First Dominion Funding I $ 15,000,000.00
Domestic and Eurodollar Lending Offices:
c/o First Dominion Capital L.L.C.
1330 Avenue of the Americas, 37th Floor
New York, New York 10019
Attention: Andrew Marshak
Telecopier No: 212-603-8505
KZH-ING-2 Corporation $ 5,000,000.00
Domestic and Eurodollar Lending Offices:
c/o The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: Virginia Conway
Telecopier No: 212-946-7776
Pam Capital Funding LP $ 10,000,000.00
Domestic and Eurodollar Lending Offices:
c/o Highland Capital Management LP
1150 Two Galleria Tower
13455 Noel Road, LB #45
Dallas, Texas 75240
Attention: Pat Daugherty
Telecopier No: 972-233-6143
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Pamco Cayman Ltd. $ 5,000,000.00
Domestic and Eurodollar Lending Offices:
c/o Highland Capital Management LP
1150 Two Galleria Tower
13455 Noel Road, LB #45
Dallas, Texas 75240
Attention: Pat Daugherty
Telecopier No: 972-233-6143
Paribas Capital Funding LLC $ 15,000,000.00
Domestic and Eurodollar Lending Offices:
787 Seventh Avenue
32nd Floor
New York, NY 10019
Attention: Michael Weinberg
Telecopier No: 212-841-2144
TCW Leveraged Income Trust, L.P. $ 5,000,000.00
Domestic and Eurodollar Lending Offices:
c/o State Street Bank & Trust Company
Two International Place
Boston, Massachusetts 02110
Attention: Jackie Kilroy
Telecopier No: 617-664-5367
Toronto Dominion (Texas), Inc. $ 5,000,000.00
Domestic and Eurodollar Lending Offices:
909 Fannin Street, Suite 1700
Houston, Texas 77010
Attention: David Parker
Telecopier No: 713-951-9921
Total Commitments: $100,000,000.00
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